Auditor Report of Bilpower Ltd.

Mar 31, 2014

We have audited the accompanying financial statements of Bilpower
Limited ("the Company"), which comprise the Balance Sheet as at March
31,2014, the Statement of Profit and Loss and Cash Flow Statement for
the year ended, and a summary of significant accounting policies and
other explanatory information.

Management''s Responsibility for the Financial Statements

Management is responsible for the preparation of these financial
statements that give a true and fair view of the financial position,
financial performance and cash flows of the Company in accordance with
the Accounting Principles generally accepted in India including
Accounting Standards referred to in Section 2II(3C) of the Companies
Act, 1956 ("the Act") (which continue to be applicable in respect of
section 133 of the Companies Act, 2013 in terms of general circular
15/2013 dated September 13, 2013 of the Ministry of Corporate Affairs).
This responsibility includes the design, implementation and maintenance
of internal control relevant to the preparation and presentation of the
financial statements that give a true and fair view and are free from
material misstatement, whether due to fraud or error.

Auditors'' Responsibility : Our responsibility is to express an opinion
on these financial statements based on our audit. We conducted our
audit in accordance with the Standards on Auditing issued by the
Institute of Chartered Accountants of India. Those Standards require
that we comply with ethical requirements and plan and perform the audit
to obtain reasonable assurance about whether the financial statements
are free from material misstatements.

An audit involves performing procedures to obtain audit evidence about
the amounts and disclosures in the financial statements. The procedures
selected depend on the auditor''s judgement, including the assessment of
the risks of material misstatement of the financial statements, whether
due to fraud or error. In making those risk assessments, the auditor
considers internal control relevant to the Company''s preparation and
fair presentation of the financial statements in order to design audit
procedures that are appropriate in the circumstances. An audit also
includes evaluating the appropriateness of accounting policies used and
the reasonableness of the accounting estimates made by management, as
well as evaluating the overall presentation of the financial
statements.

We believe that the audit evidence we have obtained is sufficient and
appropriate to provide a basis for our qualified audit opinion.

Basis for Qualified Opinion

1) With regard to the preparation of financial statements on going
concern

The financial statements of the company have been prepared on a going
concern basis, notwithstanding the fact that its net worth is fully
eroded due to high losses for the financial years 2011-2012, 2012-2013
and 2013-2014. The appropriateness of the said basis is interalia
dependent on the company''s ability to infuse requisite funds for
meeting its obligations, rescheduling of debt and resuming normal
operations.

2) With regard to pending confirmation of balances

The company has sent letters to customers in respect of trade
receivables for confirming balances outstanding as at March 31, 2014,
but in most of the cases the customers have not sent written
confirmation confirming the balance outstanding as at March 31, 2014.
In the absence of confirmation any provision to be made for adverse
variation in the carrying amounts of trade receivables is not
quantified.

3) Regarding non provision of Interest on various loans availed from
State Bank of India for the financial year 2013-14

The company has not provided for interest payable to State Bank of
India amounting to Rs. 2341.46 lacs (on various loans from State Bank
of India)for the financial year 2013-2014. The company has also not
made any provision for penal interest claimed by bank. As a result the
loss for the year ended 31st March, 2014 is understated by Rs. 2341.46
Lacs & current liabilities as at 31st March, 2014 are also understated
by Rs. 2341.46 Lacs. The amount of penal interest cannot be quantified
as the details have not been received from the bank.

4) Regarding non provision of demand of Rs. 84.69 Crores received from
State Bank of India in respect of Corporate Guarantee given by the
company in respect of Loan Facilities availed by Bil Energy Systems
Limited

The lender Bank of Bil Energy Systems Limited has pursuant to certain
corporate guarantees given by the company demanded from the company
their dues from Bil Energy Systems Limited amounting to Rs. 84.69
crores. No provision has been made in the accounts for the probable
loss that may arise on account of above demand of Rs. 84.69 crores.

Qualified Opinion

In our opinion and to the best of our information and according to the
explanations given to us, except for the effects of the matters
described in the Basis for Qualified Opinion Paragraph, the aforesaid
financial statements give the information required by the Act in the
manner so required and give a true and fair view in conformity with the
accounting principles generally accepted in India:

a) in the case of the Balance Sheet, of the state of affairs of the
Company as at March 31, 2014;

b) in the case of the Statement of Profit and Loss, of the Loss for the
year ended on that date; and

c) in the case of the Cash Flow Statement, of the cash flows for the
year ended on that date.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor''s Report) Order, 2003 ("the
Order") issued by the Central Government of India in terms of Section
227(4A) of the Companies Act, 1956 we give in the Annexure a statement
on the matters specified in paragraphs 4 and 5 of the Order.

2. As required by section 227(3) of the Companies Act, 1956 we report
that:

a) We have obtained all the information and explanations which to the
best of our knowledge and belief were necessary for the purpose of our
audit;

b) In our opinion proper books of account as required by law have been
kept by the Company so far as appears from our examination of those
books

c) The Balance Sheet, the Statement of Profit and Loss, and the Cash
Flow Statement dealt with by this Report are in agreement with the
books of account.

d) Except for the effects of the matters described in the Basis for
Qualified Opinion Paragraph, in our opinion, the Balance Sheet, the
Statement of Profit and Loss, and the Cash Flow Statement comply with
the Accounting Standards referred to in Section 2II(3C) of the
Companies Act, 1956; (which continue to be applicable in respect of
section 133 of the Companies Act, 2013 in terms of general circular
15/2013 dated September 13, 2013 of the Ministry of Corporate Affairs)

e) On the basis of written representations received from the directors
as on March 31,2014, and taken on record by the Board of Directors,
none of the directors is disqualified as on March 31,2014, from being
appointed as a director in terms of clause of Section 274(l)(g) of the
Companies Act, 1956.

ANNEXURE TO INDEPENDENT AUDITORS REPORT

Referred to in paragraph 1 under the heading of "Report on Other Legal
and Regulatory Requirements" of our report of even date

1. In respect of fixed assets:

(a) The company is maintaining proper records showing full particulars
including quantitative details and situation of fixed assets.

(b) As explained to us, fixed assets have been physically verified by
the management at reasonable intervals. However such physical report
has not been made available to us during the course of our audit. It is
explained that no material discrepancy has been reportedly noticed on
such verification.

(c) There was no substantial disposal of fixed assets during the year.

2. In respect of inventories:

(a) As explained to us that inventory has been physically verified
during the year by the management. However such physical verification
report has not been made available to us during the course of our
audit. Hence we are unable to comment on the reasonableness of
frequency and procedure of the verification of inventory. However,
inventories have also been audited by independent auditors appointed by
lending banks and also by bank officials from time to time and no
adverse opinion has been given by the said auditors and officials.

(b) The Company has maintained proper book records of inventory.
Packing and sample material and stores and spares purchased are written
off as expenses in the year of purchase.

3. (a) The Company has granted interest free unsecured loans, to four
parties listed in the register maintained under Section 301 of the
Companies Act, 1956.

The maximum amount involved during the year and the year end balance of
such loans aggregate to Rs. 2,91,07,292/- and Rs. 2,44,94,133.31
respectively.

(b) Except for the fact that these loans are interest free, in our
opinion and according to the information and explanations given to us,
the other terms and conditions of loans given are not prima facie
prejudicial to the interest of the Company.

(c) The principal amount is repayable over a period of two years.

(d) In respect of the aforesaid loans, there is no overdue amount.

(e) The Company has taken interest free loans from three parties listed
in the register maintained under Section 301 of the Companies Act,
1956. The maximum amount involved during the year and the year end
balance of such loans aggregate to Rs. 1,54,63,935/- and Rs. Nil
respectively.

(f) The said loans are interest free loans. The other terms and
conditions of loans taken are not prima facie prejudicial to the
interest of the Company.

(g) No stipulations for repayment have been prescribed and as such no
comments regarding regularity of payments are being made.

4. In our opinion, and according to the Information and explanations
given to us, there are adequate internal control systems commensurate
with the size of the Company and the nature of its business, for the
purchase of inventory and fixed assets and for sale of goods, keeping
in view the close supervision and authorization by the directors.
During the course of our audit, we have not observed any major
weaknesses in internal control system.

5. In respect of contractor arrangements referred to in section 301 of
the Companies Act, 1956

(a) In our opinion and according to the information and explanations
given to us, the transactions made in pursuance of the contracts or
arrangements that need to be entered in the register maintained under
section 301 of the Companies Act, 1956 have been so entered.

(b) In our opinion and according to the information and explanations
given to us, the transactions made in pursuance of the contracts
/arrangements entered in the Register maintained under section 301 of
the Companies Act 1956 and exceeding the value of Rupees Five Lacs in
respect of the each party during the year have been made at prices
which are reasonable having regards to the prevailing market price at
the relevant time.

6. As explained to us, during the year under reference the Company has
not accepted any Deposits from the Public within the meaning of
Provisions of Section 58A and 58AA of the Companies Act, 1956 and the
rules framed thereunder. Therefore, the provision of clause (vi) of the
Companies (Auditor''s Report) Order, 2003 (as amended) are not
applicable to the company

7. As explained to us, the Company has an internal audit system
commensurate with the size and nature of its business, however, report
of such internal audit has not been made available to us.

8. We have broadly reviewed the cost records maintained by the Company
pursuant to the Companies (Cost Accounting Records) Rules, 2011
prescribed by the Central Government under Section 209 (1) (d) of the
Companies Act, 1956 and are of the opinion that prima facie the
prescribed cost records have been maintained. We have, however, not
made a detailed examination of the cost records with a view to
determine whether they are accurate or complete.

9. a) Undisputed Statutory dues in respect of Service tax, Sales tax,
Profession tax, Tax deducted at source and Wealth Tax have not been
regularly deposited with the appropriate authorities. Undisputed
statutory dues in respect of Provident fund, Customs, Excise Duty, Cess
as applicable have generally been regularly deposited with the
appropriate authorities barring few months.

b) According to the information and explanations given to us:

(i) No amounts were outstanding as at year end on account of undisputed
amounts payable in respect of investor education and protection fund,
customs duty, excise duty and cess, service tax, tax deducted at source
for a period of more than 6 months from the date they became payable.

(ii) Undisputed amounts payable in respect of Sales Tax of Rs.
36,29,813/- (relating to Financial year 2011-12 Rs. 22,11,434/-, &
relating to financial year 2012-13 Rs. 14,18,379/-), Interest on Sales
Tax of Rs. 35,79,380/- (relating to Financial year 2010-11 Rs.
15,82,310/-, relating to financial year 2011-12 Rs. 16,95,665/- &
relating to financial year 2012-13 Rs. 3,01,405/-), Profession Tax Rs.
1,400/- (relating to financial year 2012-13), Professional Tax payable
Rs. 4,000/-(relating to financial year 2012-13 Rs. 3,000/- & relating
to financial year 2013-14 Rs. 1,000/-) Tax on Proposed Dividend of Rs.
17,03,492/- (relating to dividend paid in financial year 2011-12 for
dividend declared pertaining to financial year 2010-11) and Labour
Welfare Fund payable Rs. 24/- (relating to financial year 2012-13 Rs.
6/- & relating to financial year Rs. 18/-) were outstanding for a
period of more than six months from the date they became payable. The
due dates for these amounts are as per the respective statutes.

c) The disputed statutory dues aggregating to Rs. 4442.37 Lacs that
have not been deposited, on account of matters pending before
appropriate authorities are as under :-

Sr. Name of Nature Period for which
No. the Statute of dues the amount relates

Sr. Name of Amt
No. the Statute Forum where dispute is pending (Rs. in Lacs)

1 Central The company''s appeal has been
Excise Act dismissed by The Customs Excise
& Service Tax appellate 4071.80
tribunal- Ahmedabad. The company
has informed us that they have
preferred an appeal with Bombay
High Court.

10. The Company''s accumulated losses at the end of the financial year
were more than fifty percent of its net worth. The Company has incurred
cash losses in the financial year and in the immediately preceding
financial year.

11. Based on our audit procedures and according to the information and
explanation given to us by the management, the company has defaulted in
repayment of loans and interest to bank. The company has defaulted in
repayment of dues including interest and principal to State Bank of
India, on its various fund factilities availed, outstanding at the year
end amounting to Rs. 180.00 Crores (Previous Year overdue Rs. 0.24
Crores). The unpaid interest provided for in the books of accounts on
the said loans amounts to Rs. 6.85 Crores (Previous Year Rs. 5.04
Crores). Also interest not provided amounting to Rs. 23.42 Crores for
the financial year 2013-14 as stated in note 6.1 (d) of notes to
accounts of Balance Sheet , is remaining unpaid. Entire loans have been
recalled by State Bank Of India during the financial year 2013-2014

12. According to the information and explanations given to us, no
loans & Advances have been granted by the company on the basis of the
securities by way of pledge of shares, debentures and other securities.

13. In our opinion and according to the information and explanations
given to us, the Company is not a chit fund or a nidhi / mutual benefit
fund / society. Therefore, the provision of clause (xiii) of paragraph
4 of the Companies (Auditor''s Report) Order, 2003 (as amended) are not
applicable to the Company.

14. In respect of the dealings in shares and other securities, proper
records have been maintained and timely entries have been made therein.

All these securities have been held by the company in its own name.

15. According to the information and explanation given to us the
Company has given guarantee for loans taken by one Associate company
from bank. According to the information & explanation given to us, we
are of the opinion that the terms & conditions thereof are not prima
facie prejudicial to the interest of the company.

16. Based on our audit procedures and on the information given by the
management, we report that the company has not raised any term loans
during the year.

17. Based on the information and explanations given to us and on an
overall examination of the Balance Sheet of the Company as at 31st
March, 2014, we report that no funds raised on short-term basis have
been used for long-term investment by the Company.

18. Based on the audit procedures performed and the information and
explanations given to us by the management, we report that the Company
has not made any preferential allotment of shares during the year.

19. The Company has not raised any money by public issue during the
year.

20. Based on the audit procedures performed and the information and
explanations given to us, we report that no fraud on or by the Company
has been noticed or reported during the year, nor have we been informed
of such case by the management.

For Bansal Bansal & Co.
Chartered Accountants
Firm Regn. No. 100986W

Anand Drolia
Partner
Mumbai, 28th May, 2014 Membership No. 036718

Mar 31, 2013

Report on the Financial Statements

We have audited the accompanying financial statements of Bilpower
Limited ("the Company"), which comprise the Balance Sheet as at
March 31, 2013, the Statement of Profit and Loss and Cash Flow
Statement for the year then ended, and a summary of significant
accounting policies and other explanatory information.

Management''s Responsibility for the Financial Statements

Management is responsible for the preparation of these financial
statements that give a true and fair view of the financial position,
financial performance and cash flows of the Company in accordance with
the Accounting Principles generally accepted in India including
Accounting Standards referred to in Section 21 I(3C) of the Companies
Act, I956 ("the Act"). This responsibility includes the design,
implementation and maintenance of internal control relevant to the
preparation and presentation of the financial statements that give a
true and fair view and are free from material misstatement, whether due
to fraud or error.

Auditors'' Responsibility

Our responsibility is to express an opinion on these financial
statements based on our audit. We conducted our audit in accordance with
the Standards on Auditing issued by the Institute of Chartered
Accountants of India. Those Standards require that we comply with
ethical requirements and plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free
from material misstatements.

An audit involves performing procedures to obtain audit evidence about
the amounts and disclosures in the financial statements. The procedures
selected depend on the auditor''s judgment, including the assessment
of the risks of material misstatement of the financial statements,
whether due to fraud or error. In making those risk assessments, the
auditor considers internal control relevant to the Company''s
preparation and fair presentation of the financial statements in order
to design audit procedures that are appropriate in the circumstances.
An audit also includes evaluating the appropriateness of accounting
policies used and the reasonableness of the accounting estimates made
by management, as well as evaluating the overall presentation of the
financial statements.

We believe that the audit evidence we have obtained is sufficient and
appropriate to provide a basis for our qualified audit opinion.

Basis for Qualified Opinion

1) With regard to the preparation of financial statements on going
concern

The financial statements of the company have been prepared on a going
concern basis, notwithstanding the fact that its net worth is
substantially eroded due to high losses for the financial years
20II-20I2 and 20I2-20I3. The appropriateness of the said basis is
interlaid dependent on the company''s ability to infuse requisite
funds for meeting its obligations, rescheduling of debt and resuming
normal operations.

2) With regard to pending confirmation of balances

The company has sent letters to customers in respect of trade
receivables for confirming balances outstanding as at March 3I, 20I3,
but in most of the cases the customers have not sent written
confirmation confirming the balance outstanding as at March 3I, 20I3.
In the absence of confirmation any provision to be made for adverse
variation in the carrying amounts of trade receivables is not
quantified.

3) Recognition of Deferred Tax Credit in contravention of Accounting
Standard 22 on ''Accounting for Taxes on Income''

The company has recognized Deferred Tax Asset on account of unabsorbed
losses and allowances during the year aggregating to Rs. 684890I.05 (For
year ended March 3I, 20I2 - NIL)( Total amount recognized up to March
3I,20I3 Rs. 684890I.05). This does not satisfy the virtual certainty test
for recognition of deferred tax credit as laid down in Accounting
Standard 22

Qualified Opinion

In our opinion and to the best of our information and according to the
explanations given to us, except for the effects of the matters
described in the Basis for Qualified Opinion Paragraph, the aforesaid
financial statements give the information required by the Act in the
manner so required and give a true and fair view in conformity with the
accounting principles generally accepted in India:

a) in the case of the Balance Sheet, of the state of affairs of the
Company as at March 3I, 20I3;

b) in the case of the Profit and Loss Account, of the Loss for the year
ended on that date; and

c) in the case of the Cash Flow Statement, of the cash flows for the
year ended on that date.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor''s Report) Order, 2003
("the Order") issued by the Central Government of India in terms of
Section 227(4A) of the Act, we give in the Annexure a statement on the
matters specified in paragraphs 4 and 5 of the Order.

2. As required by section 227(3) of the Act, we report that:

a) We have obtained all the information and explanations which to the
best of our knowledge and belief were necessary for the purpose of our
audit;

ruwcn Duninu ruwcn

b) In our opinion proper books of account as required by law have been
kept by the Company so far as appears from our examination of those
books

c) The Balance Sheet, the Statement of Profit and Loss, and the Cash
Flow Statement dealt with by this Report are in agreement with the
books of account.

d) Except for the effects of the matters described in the Basis for
Qualified Opinion Paragraph, in our opinion, the Balance Sheet, the
Statement of Profit and Loss, and the Cash Flow Statement comply with
the Accounting Standards referred to in Section 2II(3C) of the
Companies Act, 1956;

e) On the basis of written representations received from the directors
as on March 3I, 20I3, and taken on record by the Board of Directors,
none of the directors is disqualified as on March 3I, 20I3, from being
appointed as a director in terms of clause of Section 274(I)g of the
Companies Act, I956.

f) Since the Central Government has not issued any notification as to
the rate at which the cess is to be paid under section 44IA of the
Companies Act, I956 nor has it issued any Rules under the said section,
prescribing the manner in which such cess is to be paid, no cess is due
and payable by the Company.

1. In respect of fixed assets:

(a) The company is maintaining proper records showing full particulars
including quantitative details and situation of fixed assets.

(b) As explained to us, fixed assets have been physically verified by
the management at reasonable intervals. However such physical report
has not been made available to us during the course of our audit. It is
explained that no material discrepancy has been reportedly noticed on
such verification.

(c) There was no substantial disposal of fixed assets during the year.

2. In respect of inventories:

(a) As explained to us that inventory has been physically verified
during the year by the management. However such physical verification
report has not been made available to us during the course of our
audit. Hence we are unable to comment on the reasonableness of
frequency and procedure of the verification of inventory. However,
inventories have also been audited by independent auditors appointed by
lending banks and also by bank officials from time to time and no
adverse opinion has been given by the said auditors and officials.

(b) The Company has maintained proper book records of inventory.
Packing and sample material and stores and spares purchased are written
off as expenses in the year of purchase.

3. (a) The Company has granted interest free unsecured loans, to three
parties listed in the register maintained under Section 30I of the
Companies Act, I956.

The maximum amount involved during the year and the yearend balance of
such loans aggregate to Rs. 43274938/- and Rs. 254I8367/- respectively.

(b) Except for the fact that these loans are interest free, in our
opinion and according to the information and explanations given to us,
the other terms and conditions of loans given are not prima facie
prejudicial to the interest of the Company.

(c) The principal amount is repayable over a period of two years.

(d) In respect of the aforesaid loans, there is no overdue amount.

(e) The Company has taken interest free loans from two parties listed
in the register maintained under Section 30I of the Companies Act,
I956. The maximum amount involved during the year and the year end
balance of such loans aggregate to Rs. I536II92/- and Rs. I536II92/-
respectively.

(f) The said loans are interest free loans. The other terms and
conditions of loans taken are not prima facie prejudicial to the
interest of the Company.

(g) No stipulations for repayment have been prescribed and as such no
comments regarding regularity of payments are being made.

4. In our opinion, and according to the Information and explanations
given to us, there are adequate internal control systems commensurate
with the size of the Company and the nature of its business, for the
purchase of inventory and fixed assets and for sale of goods, keeping
in view the close supervision and authorization by the directors.
During the course of our audit, we have not observed any major
weaknesses in internal control system.

5. In respect of contractor arrangements referred to in section 30I of
the Companies Act, I956

(a) In our opinion and according to the information and explanations
given to us, the transactions made in pursuance of the contracts or
arrangements that need to be entered in the register maintained under
section 30I of the Companies Act, I956 have been so entered.

(b) In our opinion and according to the information and explanations
given to us, the transactions made in pursuance of the contracts
/arrangements entered in the Register maintained under section 30I of
the Companies Act I956 and exceeding the value of Rupees Five Lacs in
respect of the each party during the year have been made at prices
which are reasonable having regards to the prevailing market price at
the relevant time.

6. As explained to us, during the year under reference the Company has
not accepted any Deposits from the Public within the meaning of
Provisions of Section 58A and 58AA of the Act and the rules framed
there under. Therefore, the provision of clause (vi) of the Companies
(Auditor''s Report) Order, 2003 (as amended) are not applicable to the
company

7. As explained to us, the Company has an internal audit system
commensurate with the size and nature of its business, however, report
of such internal audit has not been made available to us.

8. We have broadly reviewed the cost records maintained by the Company
pursuant to the Companies (Cost Accounting Records) Rules, 20II
prescribed by the Central Government under Section 209 (I) (d) of the
Companies Act, I956 and are of the opinion that prima facie the
prescribed cost records have been maintained. We have, however, not
made a detailed examination of the cost records with a view to
determine whether they are accurate or complete.

9. a) Undisputed Statutory dues in respect of Service tax, Sales tax,
Profession tax, Tax deducted at source and Wealth Tax have not been
regularly deposited with the appropriate authorities. Undisputed
statutory dues in respect of Provident fund, Customs, Excise Duty, Cess
as applicable have generally been regularly deposited with the
appropriate authorities barring few months.

b) According to the information and explanations given to us:

(i) No amounts were outstanding as at year end on account of undisputed
amounts payable in respect of investor education and protection fund,
customs duty, excise duty and cess, service tax, tax deducted at source
for a period of more than 6 months from the date they became payable.

(ii) Undisputed amounts payable in respect of Sales Tax of Rs. 363I8I3/-
(relating to Financial year 20II-I2 - Rs. 22II434/- & relating to
financial year 20I2-I3 - Rs. I420379/-), Interest on Sales Tax of Rs.
3II2II7/- (relating to Financial year 20I0-II - Rs. I5823I0/- & relating
to financial year 20II-I2 - Rs. I529807/-), Profession Tax Rs. I400/-
(relating to financial year 20I2-I3), Tax on Proposed Dividend of Rs.
I703492/- (relating to dividend paid in financial year 20II-I2 for
dividend declared pertaining to financial year 20I0-II) and Wealth Tax
Rs. 8I925/ - (relating to financial year 2008-09) were outstanding for a
period of more than six months from the date they became payable. The
due dates for these amounts are as per the respective statutes.

c) The disputed statutory dues aggregating to Rs. 4427.78 Lacs that have
not been deposited, on account of matters pending before appropriate
authorities are as under :-

Sr. Name of Nature Period for
which the Amt
Forum where dispute
is pending
No. the
Statute of dues amount
relates (Rs. in Lacs)

The company''s
appeal has been dis
missed by The Customs
Excise &

1 Central Excise F.Y.
2008-09 & Service Tax appellate
tribunal - Ahmedabad.
The company has in
formed 4I7I.80
Excise
Act Duty
F.Y.
2009-I0 us that they will
prefer an appeal
with Gujarat High
Court within the
time allowed.

10. The Company''s accumulated losses at the end of the financial
year were more than fifty percent of its net worth. The Company has
incurred cash losses in the financial year and in the immediately
preceding financial year.

11. Based on our audit procedures and according to the information and
explanation given to us by the management, the company has defaulted in
repayment of loans and interest to bank. Delays were noticed in payment
of interest and principal on several occasions during the year.
Estimated unpaid overdoes to bank as at March 3I,20I3 are as per
details given below:

12. According to the information and explanations given to us, no
loans & Advances have been granted by the company on the basis of the
securities by way of pledge of shares, debentures and other securities.

13. In our opinion and according to the information and explanations
given to us, the Company is not a chit fund or a nidhi / mutual benefit
fund / society. Therefore, the provision of clause (xiii) of paragraph
4 of the Companies (Auditor''s Report) Order, 2003 (as amended) are
not applicable to the Company.

14. In respect of the dealings in shares and other securities, proper
records have been maintained and timely entries have been made therein
All these securities have been held by the company in its own name.

15. According to the information and explanation given to us the
Company has given guarantee for loans taken by one Associate company
from bank. According to the information & explanation given to us, we
are of the opinion that the terms & conditions thereof are not prima
facie prejudicial to the interest of the company.

16. Based on our audit procedures and on the information given by the
management, we report that the company has not raised any term loans
during the year.

17. Based on the information and explanations given to us and on an
overall examination of the Balance Sheet of the Company as at 3Ist
March, 20I3, we report that no funds raised on short-term basis have
been used for long-term investment by the Company.

18. Based on the audit procedures performed and the information and
explanations given to us by the management, we report that the Company
has not made any preferential allotment of shares during the year.

19. The Company has not raised any money by public issue during the
year.

20. Based on the audit procedures performed and the information and
explanations given to us, we report that no fraud on or by the Company
has been noticed or reported during the year, nor have we been informed
of such case by the management.

For Bansal Bansal & Co.

Chartered Accountants

Firm Regn. No. I00986W

Anand Drolia

Partner

Mumbai, 29th May, 20I3 Membership No. 0367I8

Mar 31, 2011

1. We have audited the attached Balance Sheet of BILPOWER LIMITED as
at 31 st March 2011, the Profit & Loss Account and also the Cash Flow
Statement for the year ended on that date annexed thereto. These
financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these
financial statements based on our audit.

2. We conducted our audit in accordance with the auditing standards
generally accepted in India. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the amounts
and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made
by management, as well as evaluating the overall financial statement
presentation. We believe that our audit provides a reasonable basis for
our opinion.

3. As required by the Companies (Auditor's Report) Order, 2003 (as
amended), issued by the Central Government in terms of Section 227 (4A)
of the Companies Act, 1956, we enclose in the Annexure, a statement on
the matters specified in paragraphs 4 and 5 of the said order.

4. Further to our comments in the Annexure referred to in paragraph 3
above, we report that:

a) We have obtained all the information and explanations which to the
best of our knowledge and belief were necessary for the purpose of our
audit;

b) In our opinion, proper Books of Accounts as required by law have
been kept by the Company so far as appears from our examination of
these books;

c) The Balance Sheet, Profit & Loss Account and Cash Flow Statement
dealt with by this report are in agreement with the books of accounts;

d) In our opinion, the Balance Sheet, the Profit & Loss Account and
Cash Flow Statement dealt with by this report are in compliance with
the Accounting Standards referred to in Section 211 (3C) of the
Companies Act, 1956;

e) On the basis of written representations received from the Directors
as on 31st March 2011 and taken on record by the Board of Directors, we
report that none of the directors is disqualified as on 31 st March,
2011 from being appointed as director in terms of clause (g) of sub
Section (1) of section 274 of the Companies Act, 1956;

f) In our opinion and to the best of our information and according to
the explanations given to us, the said financial statements read with
the notes thereon give the Information required by the Companies Act,
1956, in the manner so required and give a true and fair view in
conformity with the accounting principles generally accepted in India:

1) In the case of Balance Sheet, of the State of Affairs of the Company
as at 31st March, 2011;

2) In the case of Profit and Loss Account, of the Profit of the Company
for the year ended on that date; and.

3) In the case of Cash Flow Statement, of the Cash Flow for the year
ended on that date

ANNEXURE TO THE AUDITORS' REPORT

As required by the Companies (Auditor's Report) Order, 2003 (as
amended), issued by the Central Government of India in terms of Section
227 (4A) of the Companies Act, 1956, we further report that:

1) In respect of its fixed assets:

(a) The Company is maintaining proper records showing full particulars
including quantitative details and situations of fixed assets.

(b) These fixed assets have been physically verified by the management
at reasonable intervals. No material discrepancy has been reportedly
noticed on such verification.

(c) In our opinion, the Company has not disposed off substantial part
of fixed assets during the year and the going concern status of the
Company is not affected.

2) In respect of its inventories:

(a) The inventory has been physically verified during the year by the
management. In our opinion, the frequency of die verification is
reasonable.

(b) In our opinion, the procedures of physical verification of
Inventory followed by the. Management are reasonable and adequate in
relation to the size of the Company and nature of its business.

(c) The Company has maintained proper records of Inventory and the
discrepancies noticed on such verifications between the physical
inventory and book records were not material. Packing & sample material
and stores & spares purchased are written off as expenses in the year
of purchase.

3) (a) The Company has granted unsecured loans and advances to three
parties covered in the register maintained under section 301 of the
Act.

The maximum amount involved during the year and the year end balance of
such loans aggregate to Rs. 4736.54 Lacs and Rs. 199.52 Lacs respectively.

(b) In our opinion, the rate of interest and other terms and conditions
of loans given are not prima facte prejudicial to the interest of the
Company.

(c ) The parties are repaying the principal amounts, where applicable
and are also regular in payment of interest, as and where stipulated.

(d) In respect of the aforesaid loans, there is no overdue amount of
more than Rupees one Lac.

4) In our opinion, and according to the Information and explanations
given to us, there are adequate internal control systems commensurate
with the size of the Company and the nature of its business, for the
purchase of inventory and fixed assets and for sale of goods, keeping
in view the close supervision and authorization by the directors.
During the course of our audit, we have not observed any major
weaknesses in internal control system.

5) In respect of the contractor arrangements referred to in section 301
of the Companies Act 1956.

(a) In our opinion and according to the information and explanations
given to us, the transactions made in pursuance of the contracts or
arrangements that need to be entered in the register maintained under
section 301 of the Companies Act 1956 have been so entered.

(b) In our opinion and according to the information and explanations
given to us, the transactions made in pursuance of the contracts /
arrangements entered in the Registered maintained under section 301 of
the Companies Act 1956 and exceeding the value of Rupees Five Lacs in
respect of the each party during the year have been made at prices
which are reasonable having regards to the prevailing market price at
the relevant time.

6) As explained to us, during the year under reference the Company has
not accepted any Deposits from the Public within the meaning of
Provisions of Section 58A and 58AA of the Act and the rules framed
there under. Therefore, the provision of clause (vi) of the Companies
(Auditor's Report) Order, 2003 (as amended) are not applicable to the
company.

7) In our opinion, the Company has an internal audit system
commensurate with the size and nature of its business.

8) As explained to us by the Management, the Company is not required to
maintain the cost records under section 209 (1) (d) of the Act.

9) (a) The Company is generally regular in depositing Provident Fund
dues with Appropriate Authorities.

(b) According to the records of the Company, undisputed material
statutory dues including, Provident Fund, Investor Education and
Protection Fund, Employees' State Insurance, Income - Tax, Wealth Tax,
Service Tax, Customs Duty, Excise Duty, Cess and other statutory dues
have been generally regularly deposited with the appropriate
authorities, except some delays in payment of Sales Tax and TDS. No
undisputed amounts payable in respect of the aforesaid dues were
outstanding as at 31st March, 2011 for a period of more than six months
from the date of becoming payable except Rs. 2040/- towards Profession
Tax liabilities.

(c) The disputed statutory dues aggregating to Rs. 2.75 Lacs that have
not been deposited, on account of matters pending before appropriate
authorities are as under :-

Sr.No. Name of the Nature of Period for Forum where Amount
Statute the dues which the dispute is (Rs.in
amount pending Lacs)
relates

10) The Company does not have accumulated losses at the end of the
financial year. The Company has not incurred cash losses during the
financial year covered by the audit and in the immediately preceding
financial year.

11) Based on our audit procedures and according to the information and
explanation given to us, we are of the opinion that the Company has not
defaulted in the repayment of dues to financial institutions and banks.

12) According to the information and explanations given to us, no loans
& Advances have been granted by the Company on the basis of the
securities by way of pledge of shares , debentures and other
securities.

13) In our opinion and according to the information and explanations
given to us, the Company is not a chit fund or a nidhi / mutual benefit
fund / society. Therefore, the provision of clause (xiii) of paragraph
4 of the Companies (Auditor's Report) Order, 2003 (as amended) are not
applicable to the Company.

14) In respect of the dealings in shares and other securities, proper
records have been maintained and timely entries have been made there
in. All these securities have been held by the company in its own name.

15) According to the information and explanation given to us the
Company has given guarantee for loans taken by two Associate companies
from the banks. According to the information & explanation given to us,
we are of the opinion that the terms & conditions thereof are not prima
facie prejudicial to the interest of the company.

16) During the year the Company has not taken any term loans from Banks
& Financial Institutions.

17) According to the information and explanation given to us and an
overall Examination of the Balance Sheet of the Company, we are of the
opinion that the Company has not utilised any amount from short term
sources towards long term investments.

18) The company has not made any preferential allotment of shares to
parties and companies covered in the register maintained under Section
301 of the Act.

19) The Company has not raised any money by public issue during the
year. Therefore, the provisions of clause 4 (xx) of the Companies
(Auditor's Report) Order 2003 (as amended) are not applicable to the
Company.

20) As per the information and explanations given to us and on the
basis of examination of records, no fraud on or by the Company has been
noticed or reported during the course of our audit.

Other Clauses of the aforesaid order are not applicable to the Company
and hence our remarks on them are not required to be made.

For Bansal, Bansal & Co.
Chartered Accountants
Firm Regn. No. 100986W

Anand Drolia
Partner
Membership No. 036718

Mumbai, 13th August, 2011

Mar 31, 2010

1. We have audited the attached Balance Sheet of BILPOWER Limited as
at 31st March 2010, the Profit & Loss Account and also the Cash Flow
Statement for the year ended on that date annexed thereto. These
financial statements are the responsibility of the Companys
management. Our responsibility is to express an opinion on these
financial statements based on our audit.

2. We conducted our audit in accordance with the auditing standards
generally accepted in India. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the amounts
and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made
by management, as well as evaluating the overall financial statement
presentation. We believe that our audit provides a reasonable basis for
our opinion.

3. As required by the Companies (Auditors Report) Order, 2003 (as
amended), issued by the Central Government in terms of Section 227 (4A)
of the Companies Act, 1956, we enclose in the Annexure, a statement on
the matters specified in paragraphs 4 and 5 of the said order.

4. Further to our comments in the Annexure referred to in paragraph 3
above, we report that:

a) We have obtained all the information and explanations which to the
best of our knowledge and belief were necessary for the purpose of our
audit;

b) In our opinion, proper Books of Accounts as required by law have
been kept by the Company so far as appears from our examination of
these books;

c) The Balance Sheet, Profit & Loss Account and Cash Flow Statement
dealt with by this report are in agreement with the books of accounts;

d) In our opinion, the Balance Sheet, the Profit & Loss Account and
Cash Flow Statement dealt with by this report are in compliance with
the Accounting Standards referred to in Section 211 (3C) of the
Companies Act, 1956;

e) On the basis of written representations received from the Directors
as on 31st March 2010 and taken on record by the Board of Directors, we
report that none of the directors is disqualified as on 31st March,
2010 from being appointed as director in terms of clause (g) of sub
Section (1) of section 274 of the Companies Act, 1956;

f) In our opinion and to the best of our information and according to
the explanations given to us, the said financial statements read with
the notes thereon give the Information required by the Companies Act,
1956, in the manner so required and give a true and fair view in
conformity with the accounting principles generally accepted in India:

1) In the case of Balance Sheet, of the State of Affairs of the Company
as at 31st March, 2010;

2) In the case of Profit and Loss Account, of the Profit of the Company
for the year ended on that date; and

3) In the case of Cash Flow Statement, of the Cash Flow for the year
ended on that date.

ANNEXURE TO THE AUDITORS REPORT

As required by the Companies (Auditors Report) Order, 2003 (as
amended), issued by the Central Government of India in terms of Section
227 (4A) of the Companies Act, 1956, we further report that -

* 1) In respect of its fixed assets:

(a) The Company is maintaining proper records showing full particulars
including quantitative details and situations of fixed assets.

(b) These fixed assets have been physically verified by the management
at reasonable intervals. No material discrepancy has been reportedly
noticed on such verification.

(c) In our opinion, the company has not disposed off substantial part
of fixed assets during the year and the going concern status of the
Company is not affected.

2) In respect of its inventories:

(a) The inventory has been physically verified during the year by the
management. In our opinion, the frequency of the verification is
reasonable.

(b) In our opinion, the procedures of physical verification of
Inventory followed by the Management are reasonable and adequate in
relation to the size of the Company and nature of its business.

(c) The Company has maintained proper records of Inventory and the
discrepancies noticed on such verifications between the physical
inventory and book records were not material. Packing & sample material
and stores & spares purchased are written off as expenses in the year
of purchase.

3) (a) The Company has granted unsecured loans and advances to Two
parties covered in the register maintained under section

301 of the Act. The maximum amount involved during the year and the
year end balance of such loans aggregate to Rs. 795.35 Lacs and 750.35
Lacs respectively.

(b) In our opinion, the rate of interest, wherever applicable and other
terms and Conditions of loans given are not prima facie prejudicial to
the interest of the Company.

(c) The parties are repaying the principal amounts, where applicable
and are also regular in payment of interest, as and where stipulated.

(d) In respect of the aforesaid loans, there is no overdue amount of
more than Rupees one Lac.

4) In our opinion, and according to the Information and explanations
given to us, there are adequate internal control systems commensurate
with the size of the Company and the nature of its business, for the
purchase of inventory and fixed assets and for sale of goods, keeping
in view the close supervision and authorization by the directors.
During the course of our audit, we have not observed any major
weaknesses in internal control system.

5) In respect of particulars of contracts or arrangements entered in
the register maintained in pursuance of section 301 of the Companies
Act, 1956:

(a) To the best of our knowledge and belief and according to the
information and explanations given to us, particulars of contracts or
arrangements that needed to be entered into the register have been so
entered.

(b) According to the information and explanations given to us, each of
the transactions made in pursuance of such contracts / arrangements in
excess of Rs. Five Lacs in respect of any party during the year, have
been made at prices which are reasonable having regards to the
prevailing market prices at the relevant time.

6) As explained to us, during the year under reference the Company has
not accepted any Deposits from the Public within the meaning of
Provisions of Section 58A and 58AA of the Act and the rules framed
there under. Therefore, the provision of clause (vi) of the Companies
(Auditors Report) Order, 2003 (as amended) are not applicable to the
company.

7) In our opinion, the Company has an internal audit system
commensurate with the size and nature of its business.

8) As explained to us by the Management, the Company is not required to
maintain the cost records under section 209 (1) (d) of the Act.

9) (a) The Company is generally regular in depositing Provident Fund
dues with appropriate Authorities.

(b) According to the records of the Company, undisputed material
statutory dues including, Provident Fund, Investor Education and
Protection Fund, Employees State Insurance, Income - Tax, Sales - Tax,
Wealth Tax, Service Tax, Customs Duty, Excise Duty, Cess and other
statutory dues have been generally regularly deposited with the
appropriate authorities, except some delays in payment of Sales Tax,
Service Tax and TDS. According to the information and explanations
given to usi, no undisputed amounts payable in respect of the aforesaid
dues were outstanding as at 31st March 2010 for a period of more than
six months from the date of becoming payable except Rs 1780/- towards
Profession Tax liabilities.

(c) The disputed statutory dues aggregating to Rs. 2.75 Lacs that have
not been Deposited, on account of matters pending before appropriate
authorities are as under: -

St. Name of the Nature of the Period to Forum where Amount
No. Statute dues which the
amount the dispute is
amount pending (In Lacs)
relates

10) The Company does not have accumulated losses at the end of the
financial year. The Company has not incurred cash losses during the
financial year covered by the audit and in the immediately preceding
financial year.

11) Based on our audit procedures and according to the information and
explanation given to us, we are of the opinion that the company has not
defaulted in the repayment of dues to financial institutions and banks.

12) According to the information and explanations given to us, the
Company has maintained adequate records where ever its receivables are
secured by way of pledge of shares.

13) In our opinion and according to the information and explanations
given to us, the Company is not a chit fund or a nidhi / mutual benefit
fund / society. Therefore, the provision of clause (xiii) of paragraph
4 of the Companies (Auditors Report) Order, 2003 (as amended) are not
applicable to the Company.

14) In respect of the dealings in shares and other securities, proper
records have been maintained and timely entries have been made there
in. All these securities have been held by the Company in its own name.

15) According to the information and explanation given to us the
Company has given guarantee for loans taken by its subsidiary from
banks. According to the information & explanation given to us, we are
of the opinion that the terms & conditions thereof are not prima facie
prejudicial to the interest of the company.

16) Based on information and explanation given to us by the management,
term loans were applied for the purpose for which the loans were
obtained.

17) According to the information and explanation given to us and an
overall Examination of the Balance Sheet of the Company, we are of the
opinion that the Company has not utilised any amount from short term
sources towards long term investments.

18) The company has not made any preferential allotment of shares to
parties and companies covered in the register maintained under Section
301 of the Act.

19) The Company has not raised any money by public issue during the
year. Therefore, the provisions of clause 4 (xx) of the Companies
(Auditors Report) Order 2003 (as amended) are not applicable to the
Company.

20) As per the information and explanations given to us and on the
basis of examination of records, no material fraud on or by the Company
has been noticed or reported during the course of our audit.

Other Clauses of the aforesaid order are not applicable to the Company
and hence our remarks on them are not required to be made.